Certifying Signature. In connection with any transfer of any Notes evidenced by this certificate occurring prior to the date that is one year after the later of the date of original issuance of such Notes and the last date, if any, on which the Notes were owned by the Issuer or any of its Affiliates, the undersigned confirms that such Notes are being transferred in accordance with the transfer restrictions set forth in such Notes and: CHECK ONE BOX BELOW
Certifying Signature. Notes: 1 The signature of the person effecting a transfer shall conform to a list of duly authorised specimen signatures supplied by the holder of the Note(s) represented by this Certificate or (if such signature corresponds with the name as it appears on the face of this Certificate) be certified by a notary public or a recognised bank or be supported by such other evidence as a Transfer Agent or the Registrar may reasonably require.
Certifying Signature. In connection with any transfer of any Class A Notes evidenced by this certificate occurring prior to the date that is one year after the later of the date of original issuance of such Class A Notes and the last date, if any, on which the Class A Notes were owned by the Issuer or any of its Affiliates, the undersigned confirms that such Class A Notes are being transferred in accordance with the transfer restrictions set forth in such Class A Notes and: CHECK ONE BOX BELOW
Certifying Signature. In connection with any transfer of any Backstop Notes evidenced by this certificate occurring prior to the date that is one year after the later of the date of original issuance of such Backstop Notes and the last date, if any, on which the Backstop Notes were owned by the Issuer or any of its Affiliates, the undersigned confirms that such Backstop Notes are being transferred in accordance with the transfer restrictions set forth in such Backstop Notes and: CHECK ONE BOX BELOW
Certifying Signature. In connection with any transfer of any Notes evidenced by this certificate occurring prior to the date that is one year after the later of the date of original issuance of such Notes and the last date, if any, on which the Notes were owned by the Issuer or any Affiliate of the Issuer, the undersigned confirms that such Notes are being transferred in accordance with the transfer restrictions set forth in such Notes and: CHECK ONE BOX BELOW ☐ to the Issuer or any Subsidiary; or ☐ pursuant to an effective registration statement under the Securities Act; or ☐ pursuant to and in compliance with Rule 144A under the Securities Act; or ☐ pursuant to and in compliance with Regulation S under the Securities Act; or ☐ pursuant to another available exemption from the registration requirements of the Securities Act. Unless one of the boxes is checked, the Registrar will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered Holder thereof; provided, however, that if box (3) is checked, by executing this form, the Transferor is deemed to have certified that such Notes are being transferred to a person it reasonably believes is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act who has received notice that such transfer is being made in reliance on Rule 144A; if box (4) is checked, by executing this form, the Transferor is deemed to have certified that such transfer is made pursuant to an offer and sale that occurred outside the United States in compliance with Regulation S under the Securities Act; and if box (5) is checked and the transfer does not exclusively involve an Unrestricted Global Note, the Registrar may require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Issuer reasonably requests to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Signature: ________________________________ Signature Guarantee: (Participant in a recognized signature guarantee medallion program) Certifying Signature: ________________________ Date: _____________________ Signature Guarantee: (Participant in a recognized signature guarantee medallion program) OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note or a portion thereof repurchased pursuant to Section 4.09 or 4.11 of the Indenture, che...
Certifying Signature. In connection with any transfer of any Securities evidenced by this certificate occurring prior to the date that is one year after the later of the date of original issuance of such Securities and the last date, if any, on which the Securities were owned by the Issuer or any Affiliate of the Issuer, the undersigned confirms that such Securities are being transferred in accordance with the transfer restrictions set forth in such Securities and: CHECK ONE BOX BELOW
Certifying Signature. CHECK ONE BOX BELOW
Certifying Signature. SCHEDULE A SCHEDULE OF PRINCIPAL AMOUNT The initial principal amount of this Security is $[ ]. The following decreases/increases in the principal amount of this Security have been made: Date of Decrease/ Increase Decrease in Principal Amount Increase in Principal Amount Principal Amount Following such Decrease/ Increase Notation Made by or on Behalf of Registrar XXXXXXX X-0 [FORM OF FACE OF EURO NOTE] CODERE FINANCE 2 (LUXEMBOURG) S.A. €[ ] ISIN Number [ ] / COMMON CODE [ ] No. THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY OR A SUCCESSOR DEPOSITARY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. THIS GLOBAL NOTE AND ANY RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THIS GLOBAL NOTE TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS GLOBAL NOTE SHALL BE DEEMED, BY THE ACCEPTANCE HEREOF, TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT. [Include if Restricted Global Note – THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY REPRESENTED BY THIS GLOBAL CERTIFICATE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM AND UNLESS IN ACCORDANCE WITH THE INDENTURE REFERRED TO HEREINAFTER, COPIES OF WHICH ARE AVAILABLE AT THE CORPORATE TRUST OFFICE OF THE TRUSTEE. EACH PURCHASER OF THE SECURITIES REPRESENTED HEREBY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A...
Certifying Signature. SCHEDULE A SCHEDULE OF PRINCIPAL AMOUNT The initial principal amount of this Security is €[ ]. The following decreases/increases in the principal amount of this Security have been made: Date of Decrease/ Increase Decrease in Principal Amount Increase in Principal Amount Principal Amount Following such Decrease/ Increase Notation Made by or on Behalf of Registrar Exh. B-1 EXHIBIT B FORM OF TRANSFER CERTIFICATE FOR TRANSFER FROM RESTRICTED GLOBAL NOTE TO REGULATION S GLOBAL NOTE. * (Transfers pursuant to § 2.06(b)(ii) of the Indenture) GLAS AMERICAS LLC, as Transfer Agent 00 Xxxxxxx Xxxx Xxxxxx XX0X 0XX Xxxxxx Xxxxxxx Attn: [ ] Re: [7.625] [6.750] % Senior Notes Due 2021 (the “Notes”) Reference is hereby made to the Indenture dated as of November 8, 2016 (the “Indenture”) among, inter alios, Xxxxxx Finance 2 (Luxembourg) S.A., a Luxembourg société anonyme, as Issuer, Xxxxxx, X.X., as Parent Guarantor, the Subsidiary Guarantors GLAS Trust Corporation Limited, as Trustee. Capitalized terms used but not defined herein shall have the meanings given them in the Indenture. [This letter relates to [$][€]____________ aggregate principal amount of Notes that are held as a beneficial interest in the form of the Restricted Global Note (Common Code No. [●]; ISIN No: [●]) with the Common Depositary in the name of [name of transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for an equivalent beneficial interest in the Regulation S Global Note (Common Code No. [●]; ISIN No. [●])/This letter relates to [$][€]____________ aggregate principal amount of Notes that are held as a beneficial interest in the form of the Restricted Global Note (Common Code No. [●]; ISIN No: [●]) with the Depositary in the name of [name of transferor] (the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for an equivalent beneficial interest in the Regulation S Global Note (Common Code No. [●]; ISIN No. [●]).] [Transferor to select appropriate sentence] In connection with such request, the Transferor does hereby certify that such transfer has been effected in accordance with the transfer restrictions set forth in the Notes and:
Certifying Signature. In connection with any transfer of any Notes evidenced by this certificate occurring prior to the date that is one year after the later of the date of original issuance of such Notes and the last date, if any, on which the Notes were owned by the Issuer or any Affiliate of the Issuer, the undersigned confirms that such Notes are being transferred in accordance with the transfer restrictions set forth in such Notes and: CHECK ONE BOX BELOW o to the Issuer or any Subsidiary; or o pursuant to an effective registration statement under the Securities Act; or o pursuant to and in compliance with Rule 144A under the Securities Act; or o pursuant to and in compliance with Regulation S under the Securities Act; or
